


Battle of the Forms

by renascensory



Category: Persona 5
Genre: Cafe Leblanc (Persona 5), Contracts, Established Relationship, Gen, Law School, Lawyers, M/M, more study guide than fic, seriously i have an exam tomorrow
Language: English
Status: In-Progress
Published: 2020-12-11
Updated: 2020-12-11
Packaged: 2021-03-11 01:27:05
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 2,960
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28006917
Author URL: https://archiveofourown.org/users/renascensory/pseuds/renascensory
Summary: I literally wrote this as a form of studying for my contracts final.
Relationships: Akechi Goro/Kurusu Akira, Akechi Goro/Persona 5 Protagonist
Comments: 18
Kudos: 26





	Battle of the Forms

“Okay, so what’s actually wrong with the mugs, exactly?” Akechi asked, glancing up from the documents spread out on the diner table in front of him. 

Akira stopped pretending to wipe down the counter, tossed his rag into a bucket under the sink, and walked over. “The handles,” he said with a little shrug. “The supplier was supposed to provide a variety of shapes and styles of glass mugs. Haru talked to an actual sales rep about her plan and they said the mugs would work for it. She wants to hang these mugs on the walls of her cafes, by their handles, so they’re at kind of an angle? And then plant succulents in them or something like that. There was a picture in the stack with the purchase order.”

Akechi gave a non-committal hum of a response, sorting through the pages until he found the sheet in question. “This?” He said, holding it up.

Haru had provided a photo and, beneath it, a crude but serviceable diagram, clearly hand-drawn. The photo was a close-up of a single coffee mug hanging from a coat hook on an otherwise blank wall. The drawing showed her plan for an accent wall in one of her cafes, with a checkerboard pattern. Neat handwriting off to the side indicated that the ‘light’ panels would either be glass windows or mirror panes, and the ‘dark’ panels would be stained wood with angular metal hooks for the mugs to hang on.

“Yeah, that’s what she sent the supplier,” Akira said.

“Okay, so what’s wrong with the handles?”

“A couple of things,” Akira counted off points on his fingers. “There’s something like eight different mug designs. On two of them, the handles are—like, actually working handles, but they can’t fit on the hooks. And then one of the designs flat out doesn’t have a handle at all. So that’s almost half of the mugs that don’t work for her, unless she repurposes them as ordinary glassware. Plus, when they showed up—the way they packed them or delivered them or whatever? It looks like they dropped the boxes on top of one another, so the bottom and top layers of mugs have some cracks. None of them were totally broken, but the handles snapped off of a couple, or they wouldn’t be able to hold water.”

Another hum, this time accompanied by a slow nod. Akechi Goro had already been hard to read in high school, but he had unquestionably grown in that respect.

As glad as he was that Akechi had been afforded a second chance at a normal life, Akira mused, letting him get a law degree had to have been a mistake. As if he needed any _more_ training in being inscrutable, deflecting questions, or going off on tangents about things no one else had ever heard of. Not that Akira was _really_ complaining. He let the words of every Classic Akechi Rant wash over him in warm waves and tried to keep his head above water—otherwise, Goro would call him out for just watching his lips move without really listening.

But nowadays, if Goro accused him of being distracted, Akira had a fun way to shut him up.

(He had an annoying habit of picking back up wherever he had left off once they were, well. Done. You think Hegel’s dialectics make for bad pillow talk? Try criminal law. “As I was saying before, the mother wasn’t actually involved in the abuse, but her willful ignorance rose to the level of callous disregard for...”)

Now, though, his degree was coming in handy. Okumura Foods had lawyers, but Haru was trying to run these cafes as independently as possible—and it wouldn’t have been a good move, optically, to have this giant company bring a warhammer of a lawsuit down on some tiny, family-owned glass-blowing operation.

She wasn’t strictly aware that Akira had asked Goro to look over her purchase order and invoice, but… if she could walk into the first meeting with a lawyer already knowing what her options are, it might give her an advantage, if not peace of mind.

“So, I assume she got the terms and conditions on her purchase order from some standardized Okumura corporate form?” Goro said, tapping the top page, which gave the price-per-unit and quantity to be delivered to each location of the small cafe chain. Akira started to nod, then lifted one shoulder in a half-shrug, and stood up. He collected both of their cups and crossed over to the bar to get started on refills. “I ask because this all reads like boilerplate. It’s copied and pasted on every offer but never read by the person making the offer. That tends to be the case with sales of goods like this—especially when both the buyer and seller are merchants.”

“Merchants?” Akira prompted, knowing Goro would explain.

And he did. “Someone who deals in the relevant good as part of their occupation. It’s a pretty broad category, but basically, if you hold yourself out as being knowledgeable about merchandise of that kind, then you’re a merchant,” Goro paused. He patiently waited for Akira to finish preparing the beans for their preferred decaf blend, knowing he wouldn’t be audible over the motor of the electric grinder. “So you and Sojiro would easily be considered merchants when it comes to a deal involving coffee, curry ingredients, and the usual things you regularly have to buy in the course of running Leblanc. Cleaning products, kitchen utensils, receipt paper and the like. Restaurant supplies.”

“I’ll let Sojiro know that he’s a merchant, officially. Legally. He’ll be ecstatic,” Akira deadpanned, then paused, and Akechi’s lips twisted with that sort of tension he always felt right before Akira said something dumb. Ozone in the air heralded a coming storm and Akechi’s preemptive pout preceded a groan-worthy statement from Akira. “Coffee merchant, huh? Think I’ll dress up like that for Halloween. Get some ears and be a catboy salesman. _Khajiit has beans if you have coin._ ”

“Ew,” Goro said matter-of-factly, smiling. “Please don’t.”

Akira made a show of sighing and deflating, even as he added his ground beans to a French press. “Fine, fine…” he said, and pre-wet the coffee to let it bloom with a bit of hot water, straight from a tap that always dispensed around two hundred degrees Fahrenheit. After leaning in to get a whiff of the citrusy-herbal scent of this particular roast, he added enough water to make two cups and set the whole affair aside to brew.

“The thing about merchants is that they are expected to be familiar with trading in whatever the contract’s about,” Goro said, dropping the saccharine act and getting back into his lecture-mode. “So even though you might be a merchant for coffee-related purposes, you’re not a merchant in a deal where you, say, buy a painting. Or a car.”

“Okay. So… Haru is a mug merchant?”

“Yes,” Goro said and nudged the papers arrayed in front of him into two rough yet distinct categories. He held one hand above the pile on his left. “We have a purchase order, with a price point, a specific quantity, and a deliver-by date. This is the offer.” He held his other hand over the pile to the right. “We also have an invoice from the supplier. Acceptance.”

“Yeah, I remember that part. The whole, uh. ‘Advertisements aren’t offers’ thing,” Akira said. He decided that enough time had passed, in his expert opinion, and so pushed down on the plunger and split the freshly French-pressed coffee into their two cups, while his boyfriend went on.

“Right,” Akechi tapped the pile on the left. “Nothing on this indicates that it’s just a request for a quote, but if it did, then it wouldn’t be an offer. If all we had was a page from a magazine about a sale the glassblower was doing, and Haru was just trying to get that deal, then there’s no contract. You need both offer and acceptance.”

“Hey speaking of offers, when we get done here—” and Goro could probably hear the suggestive tone bleeding into Akira’s voice because he cut him off before he could drag them off-topic again.

“Because this contract has to do with goods, as in anything that’s moveable and can be identified when the deal is made, the UCC is the controlling authority. As opposed to contracts for land or services, which fall under the common law—”

“I’ll show _you_ a service that goes under—” Akira tried to interject, all innuendo but no subtlety.

“And a definite, seasonable expression of acceptance is sufficient to form a contract even if it has additional or different terms than those in the offer,” Goro finished, narrowing his eyes. “Are you going to let me finish?—Don’t say what you’re thinking right now, Akira, I’m warning you.”

Akira pouted unrepentantly, slumping across the table and reaching for Goro. His sleeves were rolled up, his blazer folded over the booth seat behind him. All of the hair aside from what framed Goro’s face was pulled to the side and tied off under one ear. He looked tired and relaxed and altogether so human, present, alive, that some faucet in Akira’s heart was left running, a warm, bright feeling sloshing over the sides, _my cup runneth over._ He traced the tips of his fingers along the inside of his boyfriend’s wrists until his hands were batted away. “You can keep explaining _and_ let me flirt with you,” he whined.

“And then when you can’t remember anything I’ve told you tonight and I end up on a three-way video call with you and Haru, I’ll make you regret it.”

 _And if you don’t, she will_ , Akira thought with a barely repressed shiver. “Okay. Yes. So. We have to have an offer and an acceptance to make a contract, which we do, even though they look like they’re agreeing to different things. See? I was listening.”

A disgruntled, impressed look passed fleetingly over Goro’s face until it was replaced with a very familiar sort of exasperated fondness. “Right. And between merchants, additional terms that appear in the acceptance are incorporated into the contract unless—” and he started counting on his fingers, much like Akira had earlier. “One: the offer expressly limits how the offeree—the seller, in this case—can accept. As in, ‘acceptance is limited to solely the terms and conditions that appear in this offer.’”

“And Haru’s doesn’t have that?” Akira asked.

Goro shook his head. “No. She also didn’t give them a timely notice of her objection to their terms when she received their invoice, which was point number two,” he said, raising a second finger. “Then there’s three: the additional term materially alters the contract.”

“I don’t suppose there’s a really easy, straightforward definition for ‘materially alters’,” Akira said, already expecting the answer to be ‘no.’ If he had learned anything from Goro’s legal studies—through osmosis if nothing else—then it was that ‘it depends’ was a lawyer’s favorite answer. Many a two-word phrase was accompanied by an enumerated list of factors for testing whether a given scenario applied.

“The short version is, effectively, ‘unfairly unpredictable or difficult to deal with,’” Goro replied. “Usually phrased as ‘surprise and hardship.’”

Akira thought about using ‘hardship’ as a springboard to say, “ _You know what else is hard?_ ” but instead used his one act of goodwill for the day to resist. He merely nodded instead, raising his eyebrows at the (likely deceptively) simple answer.

“For example, Haru’s offer is silent on limiting liability, which—” and Goro didn’t say what he thought of that but his face said it for him. Bad idea. “So if the dispute was about indemnification, then the seller would dictate the terms. Because Haru left it out of her offer, so whatever is in the acceptance is just… the way the contract is read.”

“That kind of sucks?” Akira said uncertainly. “Also, sorry, it’s late, and legal jargon is a nightmare. Remind me what indemnification means?”

“One party releasing another from liability. Imagine if I signed something with you, indemnifying you for any damages relating to coffee that you provide me, and then I step outside and spill it all over someone on the street. If they get burned, or their clothes are ruined, and they sue me to recover those costs, then I can’t turn around and try to shift the burden of repaying them onto you.”

The spinning beachball in Akira’s head stalled for a second before his brain finished buffering that line of thought. “Gotcha.”

“The warranties are a bit different, I’m afraid,” Akechi said, and it was never a good sign when he looked dissatisfied ahead of his own explanation. “Some courts treat different terms the same way as additional terms. So Haru’s clause about warranties would just get erased because the supplier had their own. That’s not the majority position, but it’s not unheard of.”

“That more than just ‘kind of’ sucks. In that case, everything Haru put in her offer could just be canceled out if the acceptance has its own blah-blah addressing the same whatever,” Akira said, clearly having arrived at the summit of peak eloquence.

“That was called the last shot rule, and the UCC was trying to fix it, with limited success. It doesn’t seem fair and it doesn’t reflect the intent of the drafters of a contract,” Goro said.

(“Sorry, wait, UCC?”

“Uniform Commercial Code. Every state adopted it so that transactions involving goods would all follow the same rules.”

“State? Hang on. Has any of this been about the Japanese legal system?”

Akechi turns directly to the camera, addressing you. “No! This is about the U.S. legal system. Apologies for the confusion. The writer is supposed to be reviewing for a final exam.”

“Who are you talking to?”)

Akira squinted. Half of him was still paying attention, mulling over what he had heard so far. The other half was already preparing for the inevitable moment when he would end up inviting Goro into a surprise virtual meeting with Haru, to review the parts of this that he would doubtlessly forget or misinterpret. “So... What happens now?”

“Choices are the last shot rule, the _first-shot_ rule, or knockout,” Goro said, and mostly successfully swallowed a yawn. “First shot rule is in a minority of jurisdictions. Master of the offer sets the terms. Haru’s warranties stay in, she can recover for all the mugs that didn’t meet her needs, etcetera. _Majority_ position, though, is that both of the conflicting clauses get canceled, or knocked out, and just… whatever the UCC says goes. As if the offer and acceptance were both silent on—as in, didn’t address—that issue.”

“Does that turn out well for Haru?” Akira asked, standing to go wash their newly re-emptied coffee cups. He had to hold onto the back of the booth seat for a second, adjusting to how sleepy and heavy his body felt. _Decaf_ , he scoffed internally.

Goro had already started to gather up the papers, so he made a noise rather than a gesture to convey, “Meh.” He lapsed into a brief silence, focused on getting the pages into the right order, all facing the right way, the right side up. “Yes and no,” he said at last, sliding the sheets back into the large yellow envelope from whence they came. “Her express warranties are out, but she still gets implied warranties, because the seller’s disclaimers are out as well. So there’s the implied warranty of merchantability—as in, are these goods of at least average quality for the type of thing being sold? Were they packaged reasonably properly? Are they fit to be used the way this kind of merchandise usually would be?”

“The broken ones... She might get something for those,” Akira surmised and got a nod of confirmation back.

“Then there's the implied warranty of—” and Goro did yawn that time, muffled into his elbow. “—fitness for a particular purpose, and that might get her the rest of the way with the other mugs... But that's only _if_ she has enough evidence to show that the seller knew, at the time the contract was formed, what Haru wanted them for, _and_ that Haru was relying on their judgment to furnish suitable goods.”

“You’re ready for bed,” Akira assessed, giving Goro a once-over. He had started to unroll his sleeves but stopped halfway, so one cuff was just hanging loose, the buttons undone. Otherwise, he didn’t look particularly rumpled, but you can’t be together for seven years without learning to pick up on the small tells. Goro was holding onto the strap of his messenger bag with both hands and leaning against the side of the booth. His posture looked casual, but Akira knew better—he was barely holding his own weight up. His head was bowed so his eyes could be more shut than open; that one was something he only did in front of Akira. He didn’t show that kind of defenselessness unless they were alone.

At his comment, Goro looked up, met his partner’s eyes, and smiled lazily. “What, all out of salacious propositions?”

“You know how I can tell you’re exhausted?” Akira pressed. “You’re almost at the big-words-only stage. You’re not even trying to switch out the legalese for human speech. You said _furnish._ ”

“I’ll furnish you,” Goro said, as they walked towards the front door of Leblanc.

“Not if I furnish you first,” Akira replied, turning off the last of the lights on their way out.

And then they went home and fucked, probably. If not that night, then the next morning in the shower before leaving for work.

**Author's Note:**

> I'll come back and give this a proper ending if I pass the exam.


End file.
